Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SPECTRUM EQUITY INVESTORS IV LP
2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2008
3. Issuer Name and Ticker or Trading Symbol
RiskMetrics Group Inc [RMG]
(Last)
(First)
(Middle)
C/O SPECTRUM EQUITY INVESTORS, ONE INTERNATIONAL PLACE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02110
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, Par Value $0.01 Per Share 13,100,000 (1)
D
 
Common Stock, Par Value $0.01 Per Share 233,332 (1)
I
See Footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPECTRUM EQUITY INVESTORS IV LP
C/O SPECTRUM EQUITY INVESTORS
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
    X    
SPECTRUM EQUITY INVESTORS PARALLEL IV LP
C/O SPECTRUM EQUITY INVESTORS
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
    X    
Spectrum IV Investment Managers Fund, L.P.
C/O SPECTRUM EQUITY INVESTORS
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
    X    
MITCHELL CHRISTOPHER D
C/O SPECTRUM EQUITY INVESTORS
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
  X   X    

Signatures

/s/ Randy J. Henderson, attorney-in-fact 01/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents 13,100,000 shares of Common Stock held by Spectrum Equity Investors IV, L.P. ("SEI4"); 156,000 shares of Common Stock held by Spectrum IV Investment Managers' Fund, L.P. ("SIM4"); and 77,332 shares of Common Stock held by Spectrum Equity Investors Parallel IV, L.P. ("SEIP4"). Spectrum Equity Associates IV, L.P. ("SEA4") is the sole general partner of SEI4 and SEIP4.
(2) Because these funds ultimately are under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(3) Because decisions by the entity serving as the ultimate general partner of both SEI4 and SEIP4 are made by the majority vote of seven general partners, and decisions by the individual general partners of SIM4 are made by the majority vote of seven general partners, no individual general partner of SEA4 or SIM4 has the power alone to direct the voting or disposition of the shares, and no such individual has the power to prevent the voting or disposition of such shares over his objection.
(4) Christopher Mitchell is a director of the Issuer and a limited partner of SEA4. As a result, Mr. Mitchell may be deemed to share beneficial ownership of the shares of Common Stock owned by SEI4 and SEIP4. Mr. Mitchell disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Mitchell is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Mr. Mitchell beneficially owns no shares directly.

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